§ 1 General Validity

(1) GUAVE VENTURES is a sales brand of GUAVEVENTURES UG located on Herzogstr. 34, 80803 Munich, Germany.

(2) The following General Terms andConditions (GTC) by GUAVE VENTURES shall be an integral part of the contractualagreement between GUAVE VENTURES and the Client and apply exclusively. We donot accept conditions of the Client contradicting or deviating from our Termsand Conditions, unless we have agreed with their validity in writing. Nor shallwe be deemed to have accepted differing conditions, if we unconditionallyperform an order in the knowledge that the Client has opposing conditions orconditions deviating from our GTC. Our GTC apply for mutual commercial transactionsincluding all future business with the Client. It shall be the version of ourGTC in force when the contract is signed, which shall apply. Clause § 13 (4)applies to any modifications or amendments made to the GTC from time to time.

(3) This contract shall be deemedconcluded if and when the client has countersigned and sent back the contractor has submitted a written order authorization. All offers are subject tochange and non-binding.

(4) Any written agreements with theClient shall prevail over our GTC. We shall be bound to verbal agreements onlyif and insofar we expressly confirm such in writing. 

§ 2 Offers – Commencement of OrderPerformance

(1) Our offers are subject to alterationwithout notice and without obligation, unless we have particularly denominatedthem to be obligatory. 

(2) Any orders given in verbal form arebinding. We may demand immediate written evidence by the client confirming theverbally placed orders. The order contract is deemed to be valid, if wecommence with performing under the order before all issues have been negotiatedand the client does not have any objections against this commencement to theextent he knows about it. 

§ 3 GUAVE VENTURES’s Obligations –Subject Matter of the Contract

(1) GUAVE VENTURES provides services inthe area of Digital Marketing and Digital Consulting, by amongst other thingsthe development of digital marketing strategies, the implementation ofcommercial or E-commercial Due Diligences, Search Engine Optimization, SearchEngine Marketing, data analytics, online content creation, assistance ofhomepage relaunches or the planning and implementation of social mediastrategies. 

(2) GUAVE VENTURES reserves the right tomodify, expand or improve its agreed provided services at any time as well asto redistribute its focuses insofar as the budget (excl. taxes) is not exceededby more than 10%. Hereto GUAVE VENTURES is especially entitled, if it isprescribed by changes caused by a contractual partner or other third parties(e.g. Google) through legal changes in the statutory law or by changes tomarket conditions. GUAVE VENTURES will decide upon this at its own discretion,nevertheless taking into account the legitimate interests of the Client andwhere possible it will try to reach agreement with the Client. In any case GUAVEVENTURES will notify the Client immediately and in a timely fashion of anyrequired adjustments. 

(3) The service to be performed will bedetermined by the nature and extent of the contract. 

(4) The subject matter of this contractshall only be agreed-upon services, not the achievement of certain economicsuccesses. 

(5) Notwithstanding § 3 (2) anyactivities outside the subject matter of the contract, shall be added through acontract amendment in accordance with § 2 (2).

(6) In the event of contradictions, thefollowing shall apply in the order of precedence shown:

- the contract with attached terms ofreference

- the General Terms and Conditions (GTC)

- the Bürgerliches Gesetzbuch (BGB), inthe currently valid version at the point in time of concluding thecontract 

(7) GUAVE VENTURES is entitled to passentire or partial orders on to third parties, assuming that there are not anyinterests of the Client that are worth protecting to the extent that theservices should not be used.

§ 4 Fees

(1) Our prices are net prices, plus therespectively applicable rate of statutory value-added tax. In the event of achange in tax rate, the prices included the value-added tax will be adaptedaccordingly without a right of termination accruing for the Client from this.

(2) Where the budget (excl. taxes)overruns the agreed amount by more than 10%, GUAVE VENTURES must obtainapproval from the Client.

(3) Any material expenditure is to beseparately reimbursed. Any idle time of our employees caused by the Client willbe charged as service hours.

(4) Travel costs and expenses (incl.parking, accommodation, board, incidental expenses, etc.) will be chargedthrough a claim for travel expenses where this has not been separatelycontractually agreed. Rental vehicles are to be rented at market prices. Tripswith a company owned vehicle will be charged at 0.35 € per kilometre. In theevent of a claim for damages, the excess will be charged to the Client, unlessthe damage was caused intentionally or through gross negligence. Should flightsor overnight hotel stays be required for Client projects, these will becoordinated in advance with the Client. Flights up to 4hrs will be booked ineconomy class, otherwise business class. Train journeys are to be booked 1st class.

(5) GUAVE VENTURES may invoice its feeson a monthly basis. The agreed fees shall be paid within ten (10) calendar daysafter receipt of an invoice without deductions our invoices are deemed to havebeen accepted if the Client does not oppose them in writing within seven (7)days from receipt of the invoice. 

(6) The Client has only the right toset-off with claims which are undisputable or acknowledged by GUAVE VENTURES orwhich are legally binding by final judgement. The above shall not apply toclaims, which are in a synallagmatic relationship with our claims. The Clientshall only be entitled to rights of retention if his counter claims are basedon the same contractual relationship. 

(7) Once payment has fallen due,interest must be paid on outstanding amounts applying a rate of nine (9)percentage points over and above the base rate as well as a lump sum of 40Euro. The right of GUAVE VENTURES to claim further damages caused by the delayshall remain unaffected. 

§ 5 Data Protection & Secrecy

(1) The Client consents to thecollection, storage, processing and transferal of business and personal data tothe extent of the contract’s designated purpose. GUAVE VENTURES undertakes totreat all Client data confidentially and only for the use of rendering itsservices. 

(2) This confidentiality obligationshall not apply with respect to information that (i) is generally known to thepublic at the time of disclosure or becomes generally known through no wrongfulact on the part of the receiving party; (ii) lawfully and without breach of anyconfidentiality obligation becomes known to the receiving party through adisclosure by sources other than the disclosing party or of one of itsaffiliates; (iii) has been developed independently by the receiving party; (iv)the receiving party is required to disclose to governmental authorities byapplicable laws or (v) that the receiving party is required to disclose byorder of a court or regulatory authority.

(3) The contractual agreement entitles GUAVEVENTURES to list the Client as a reference in its corporate communication,unless otherwise explicitly contractually excluded. 

§ 6 Client’s Obligations

(1) The fee to be paid by the Client issubject to the contractual agreement between the Client and GUAVE VENTURES. 

(2) The Client shall guarantee by theway of an independent guarantee, to have all rights necessary to perform thiscontract and to transfer these rights to GUAVE VENTURES without infringing anythird-party rights. The Client specifically guarantees, to hold all copyrights andother protective rights regarding any shared content and for the publicationand distribution of these contents to third  parties for the purpose ofpublishing the content being necessary for the contract performance. The Clientbears the sole and unrestricted responsibility for the content and is solelyliable for any infringements. The Client guarantees that any content and itsuse through GUAVE VENTURES as well as links to other websites do not infringethe applicable statutory law. The Client specifically guarantees not to deliverany content, whose offering or distribution violates legal prohibitions (e.g.Criminal- and Administrative Offences Law), breaches moral standards or therights of third parties (naming, privacy, copyrights, data protection or othercommercial protective rights etc.). Furthermore the Client shall not deliverany contents glorifying war, potentially undermining the morality of childrenor young persons, presenting persons who are or were dying or exposed toserious physical or mental suffering while reporting actual facts without anyjustified public interest in such form of presentation, and other means ofviolating human dignity, or violating the laws governing narcotics, drugs andfirearms or may not be made publicly accessible such as all filings containingviruses, Trojan horses or similar programs suitable for damaging,surreptitiously intercepting or deleting data and systems.

(3) In the case of infringements of § 6(2), the Client shall immediately rectify the breach, compensate GUAVE VENTURESfor all costs and damages generated by the violation, exempt GUAVE VENTURESfrom all third-party claims arising from the breach and reimburse all fullcosts incurred for legal defence. In the event of a legal dispute caused by thebreach, the Client shall join the legal proceedings on the part of GUAVEVENTURES upon request. In the event of a breach, GUAVE VENTURES is entitled tostop all contractually agreed services immediately and terminate the contractwithout notice.

§ 7 Client’s Right to Acquisition

(1) Unless otherwise agreed, the Clienthas the exclusive, transferable, temporal, spatial and unlimited content rightto the entirety of the results amassed from the GUAVE VENTURES services (e.g.Software) on the condition that full payment of the agreed sum has beenreceived. GUAVE VENTURES has the right to use all results amassed from therespective services (e.g. software including the source code and sourcedocumentation) on the condition that it is for internal purposes and futureclient projects only. In particular this includes the Client's right at theirown discretion to edit or alter in any way the respective final product (e.g.the source code with source code documentation) whilst maintaining the samerights as the original version.

(2) In the event of a prematuretermination of the contract, paragraph 1 shall apply to the already completedpart of the services.

§ 8 Liability of GUAVE VENTURES

(1) In the event of fault-basedliability, GUAVE VENTURES shall only be liable, regardless of which cause inlaw, in the following cases:

- Loss of life, physical injury to bodyor health, which can be attributed to an intentional or negligent breach ofduty by GUAVE VENTURES or to an intentional or negligent violation ofobligations by a legal representative or fulfilment assistant of GUAVE VENTURES;or

- Damages, which can be attributed to anintentional or negligent breach of duty by GUAVE VENTURES or to an intentionalor negligent violation of obligations by a legal representative or a fulfilmentassistant of GUAVE VENTURES.

In the case of a breach of a materialcontractual obligation caused by slight negligence, the liability will belimited to the typically foreseeable damage. The liability is hereby restrictedto an amount of 100% of the yearly contract value (compensation excludingexpenses for third-party services). Material contractual obligations shall bedefined as such obligations, which have to be granted to the Client under thecontract in terms of subject matter and purpose, whose fulfilment makes the dueperformance of the contract possible in the first place, where the Clientregularly relies on and may rely on compliance with such obligations. In allother cases, the liability of GUAVE VENTURES shall be excluded for whateverlegal reason.

The aforementioned limitations toliability shall also be valid in favour of our legal representatives, managingemployees, all staff as well as our proxies and vicarious agents. A reversal ofthe burden of proof is not associated with the aforementioned provisions.

(2) The aforementioned limitations ofliability shall not apply in cases of compulsory legal liability, especially inaccordance with the German Product Liability Act.

(3) Notwithstanding any shorter periodsprescribed by law, any claims from or in the context of the use of the servicesor these conditions of use must be brought to court within one (1) year oftheir occurrence. Contrary statutory regulations shall remain unaffected. 

§ 9 Warranty

(1) GUAVE VENTURES provides itsconsulting- and project services in a way, that basically complies with thestipulated characteristics. In case defects occur, the Client shall be obligedto furnish us with all information necessary for an error analysis andrectification in writing. GUAVE VENTURES makes no guarantees, also not withregards to certain stipulated features or characteristics. 

(2) GUAVE VENTURES specifically paysattention to prepare analysis with great care and precision when performing itsservices. GUAVE VENTURES cannot always reliably measure the quality of the dataand information available for this analysis. Therefore GUAVE VENTURES does notguarantee nor is responsible for the representativeness and completeness of theresults, as these are subject to certain assumptions, specific estimates andindividually drawn conclusions. 

(3) In the case of proven defects, GUAVEVENTURES shall provide subsequent services at its option by means of providingnew, defect-free services or eliminating the defect. During this period, theClient is not entitled to demand reduction or rescission. A claim forcompensation of expenses after the elimination of defects by the Client or anythird parties commissioned by the Client shall not be accepted. If thesubsequent fulfilment is ultimately unsuccessful, the customer will be able torequire a reduction or to withdraw from the contract.

(4) GUAVE VENTURES shall only providedamages or compensation for futile expenditures due to a defect within theboundaries defined in Clause § 8. The Client is not entitled to any rightsarising from defects not explicitly stated in the General Terms and Conditions,unless otherwise contractually agreed. 

(5) All Client’s warranty rights expire- except in the case of wilful intent or gross negligence by us or our agents –in the case of § 634a Abs. 1 No. 1 BGB at the latest one (1) year after thesupply of the contractual services, in the case of § 634a Abs. 1 No. 3 BGB atthe latest one (1)  year after the end of the year, in which the claimarose and the customer became aware of the circumstances justifying the claimor was able to acquire such knowledge without gross negligence.

§ 10 Contract Duration & Termination

(1) The duration of the contract shallbe determined from the respective agreement between the Client and GUAVEVENTURES. 

(2) Unless otherwise agreed, the Clientshall have the right to terminate the contract in writing at any time followingthe expiration of the agreed minimum contract term, and any agreed automaticrenewal. After the minimum contract term or the automatic renewal has expired,the contract can be terminated with a notice period of three (3) months andwith due effect from the end of the quarter. The date of the receipt of noticeshall be decisive.

(3) Both GUAVE VENTURES and the Clienthave the right to terminate the contractual agreement without notice for a goodcause. A good cause entitling GUAVE VENTURES to the termination of the contractwithout notice occurs if; the Client’s behaviour endangers existing contractualrelationships with other clients, the Client delayed with two (2) successivemonthly instalments, the Client declares insolvency, especially in the case ofopening insolvency proceedings due to a lack of mass (insolvency, cessation ofpayments or suspension or dissolution of the business activities – for whateverreason- shall equal insolvency) or the Client is in breach of any essentialprovision of the GTC. 

§ 11 Use of References

(1) GUAVE VENTURES is entitled to usethe customer by mentioning the name of the company and any contact persons aswell as using the company logo, and describing the services provided as areference. This application allows for usage of the reference on all websites,blogs and social media channels. GUAVE VENTURES has control of this contentwhich can be used for press releases, printed ads, company brochures,decorative purposes on the company premises, at conferences and trade shows, aswell as for tenders and company presentations. The use of a Client’s text orthe detailed specifications of a so-called customer success story requiresprior authorisation from the Client and a separate agreement

(2) This customer reference agreementremains in force in the event of a contract termination or suspension for five(5) years after the contract terminating event without the need to give notice.

§ 12 Force Majeure

(1) If GUAVE VENTURES is unable toperform as expected due to force majeure, in particular due to shortages of rawmaterials, energy and labour force, strikes, transport disruptions,unforeseeable and blameless operational disruptions, non-imputable officialmeasures, pandemics or any other events which cannot be justified, GUAVEVENTURES should not be obliged to render the services agreed, as long as theevent preventing delivery of the service lasts and the Client was informedimmediately in writing. If these obstructions last for longer than four (4)months, we have the right to withdraw from the contract if we no longer have aninterest in fulfilling the contract as a result of the impediment and we havenot assumed a procurement or production risk. Upon the Client’s request, wewill determine if we withdraw or fulfil our duties within an adequate period ofnotice on the expiry of the period of notice.

§ 13 Online Usage Data

(1) GUAVE VENTURES is entitled to obtainand save anonymized user data, generated by the Client’s digital marketingactivities (‘Media data’) performed by GUAVE VENTURES, from the Client’swebsite and any third-party websites. 

(2) GUAVE VENTURES is entitled tocontinually use the media data, in order to improve and optimize aggregatestatistics, metrics and general trend data used for the Client’s and otherclients’ marketing activities.

(3) When using media data, GUAVEVENTURES shall not identify the Client to third parties. 

(4) The Client shall be liable forensuring that their website complies with the prevailing data protection lawsand includes an appropriate data protection notice. 

§ 14 Final Provisions 

(1) The contractual agreement between GUAVEVENTURES and the Client shall be interpreted in accordance with the law ofGermany to the exclusion of the UN Convention on Contracts for theInternational Sale of Goods (CISG) on 11.04.1980. 

(2) The place of jurisdiction for anydisputes arising from the contractual relationship or connected with it shallbe the office location Munich for all participants, mandatory law does notprovide otherwise.

(3) If the contractual agreementrequires the written form, all agreements between the parties to the contractmust be made in writing to be effective. This also applies to supplements andamendments to the GTC, as well as to the cancellation of this clause requiringthe written form.

(4) GUAVE VENTURES reserves the right tomake modifications and amendments to these General Terms and Conditions of use.In this case the Client shall be notified in writing. The modifications andamendments shall be deemed to be accepted if the customer does not object inwriting within six (6) weeks after the announcement of the amendments. GUAVE VENTURESwill draw the Client’s attention to this effect when giving notification of themodification. In case the Client objects, the contractual agreement will thenbe continued without the proposed modification. This shall be without prejudiceto the right of the parties to terminate the contract.

(5) Severability Clause: Should any partor provision of the GTC between GUAVE VENTURES and the contractor be heldunenforceable or in conflict with the applicable law of any jurisdiction, thevalidity of the remaining parts or provisions shall not be affected thereby.The void, ineffective or unenforceable provision shall be replaced by anappropriate provision, which most closely approximates to the sense and purposeof this agreement and which the parties to the agreement would have wished ifthey had taken into account the voidness, ineffectiveness or unenforceability.

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